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Sample Business Contracts

1998 Stock Option Plan - the Corporate Executive Board Co.

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                     THE CORPORATE EXECUTIVE BOARD COMPANY

                             1998 STOCK OPTION PLAN

1.   PURPOSE

     The purpose of The Corporate Executive Board Company 1998 Stock Option Plan
     (the "Plan") is to provide Participants with an increased economic and
     proprietary interest in the Company in order to encourage those
     Participants to contribute to the success and progress of the Company.  The
     Plan provides solely for the grant of Options which shall not be incentive
     stock options, as defined in Section 422 of the Internal Revenue Code of
     1986, as amended (the "Code").

2.   DEFINITIONS

     (a)  "Administrator" means the Administrator of the Plan in accordance with
          Section 11.

     (b)  "Board of Directors" means the Board of Directors of the Company.

     (c)  "Common Stock" means the Company's common stock, par value $.01,
          subject to adjustment as provided in Section 8.

     (d)  "Company" means The Corporate Executive Board Company, a Delaware
          corporation.

     (e)  "Options" shall mean the stock options granted pursuant to the Plan.

     (f)  "Participants" shall mean those officers, independent contractors and
          employees of the Company and its subsidiaries to whom Options have
          been granted from time to time by the Administrator and any authorized
          transferee of such officers, independent contractors and employees.

     (g)  "Plan" means The Corporate Executive Board Company 1998 Stock Option
          Plan.

     (h)  "Retirement" shall have the meaning specified by the Administrator in
          the terms of an option grant or, in the absence of any such term,
          shall mean retirement from active employment with the Company (i) at
          or after age 55 and with the approval of the Administrator or (ii) at
          or after age 65. The determination of the Administrator as to an
          individual's Retirement shall be conclusive on all parties.

     (i)  "Total and Permanent Disablement" shall have the meaning specified by
          the Administrator in the terms of an option grant or, in the absence
          of any such term, shall mean a physical condition arising from an
          illness or injury which renders an individual incapable of performing
          work. The determination of the Administrator as to an individual's
          Disablement shall be conclusive on all of the parties.

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3.   PARTICIPANTS

     Options may only be granted to officers, independent contractors, employees
     and prospective employees of the Company and its subsidiaries as selected
     by the Administrator.  For purposes of this Plan, the Chairman of the
     Board's status as an employee shall be determined by the Board of
     Directors.  Options may not be granted to directors of the Company unless
     such directors otherwise qualify for participation in the Plan.

4.   EFFECTIVE DATE AND TERMINATION OF PLAN

     This Plan was adopted by the Board of Directors and approved by the sole
     stockholder of the Company on ________ and is effective as of ________.
     The Plan shall remain available for the grant of Options until May 1, 2009.
     Notwithstanding the foregoing, the Plan may be terminated at such earlier
     time as the Board of Directors may determine.  Termination of the Plan will
     not affect the rights and obligations of the Participants and the Company
     arising under Options theretofore granted and then in effect.

5.   SHARES SUBJECT TO THE PLAN AND TO OPTIONS

     The stock subject to Options authorized to be granted under the Plan shall
     consist of ________ shares of the Company's Common Stock, or the number and
     kind of shares of stock or other securities which shall be substituted or
     adjusted for such shares as provided in Section 8.  In the event that
     shares of Common Stock subject to the Company's Stock-Based Incentive
     Compensation Plan, as amended and restated on ______________, 1998 (the
     "Incentive Plan"), are canceled, expire or terminate or that otherwise are
     available for issuance but for any other reason are not issued under the
     Incentive Plan, then the number of shares of Common Stock authorized for
     issuance under the Plan shall be increased accordingly.  Such shares may be
     authorized and unissued shares of the Company's Common Stock.  All or any
     shares of Common Stock subject to an Option which for any reason are not
     issued, do not become vested or are reacquired pursuant to the Plan or the
     terms of an Option may again be made subject to an Option under the Plan.

6.   GRANT, TERMS AND CONDITIONS OF OPTIONS

     Options may be granted at any time and from time to time prior to the
     termination of the Plan, to certain officers, independent contractors and
     employees of the Company selected by the Administrator.  No Participant
     shall have any rights as a stockholder with respect to any shares of stock
     subject to Option hereunder until said shares have been issued.  Each
     Option shall be evidenced by a written stock option agreement and/or such
     other written arrangements as may be approved from time to time by the
     Administrator.  Options granted pursuant to the Plan need not be identical
     but each Option much contain and be subject to the following terms and
     conditions:

     (a)  Price: The purchase price under each Option shall be established by
          -----                                                             
          the Administrator. In no event will the option price be less than the
          fair market value

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          of the stock on the date of grant unless such Options are granted in
          substitution of options granted by a new employee's previous employer
          or the optionee pays or foregoes compensation in the amount of any
          discount. The price may be paid in cash or any alternative means
          acceptable to the Administrator, including an irrevocable commitment
          by a broker to pay over such amount from a sale of the shares issuable
          under an Option and the acceptance of a promissory note secured by the
          number of shares of Common Stock then issuable upon exercise of the
          Options.

     (b)  Duration and Exercise or Termination of Option: Unless the
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          Administrator provides otherwise, Options shall become exercisable 25
          percent per year beginning one year after the date of the grant.
          Unless the Administrator provides otherwise, each Option granted must
          expire within a period of not more than ten (10) years from the date
          of grant.

     (c)  Suspension or Termination of Option:  Except as otherwise provided by
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          the Administrator, if at any time (including after a notice of
          exercise has been delivered) the Chief Executive Officer or any other
          person designated by the Administrator (each such person, an
          "Authorized Officer") reasonably believes that a Participant has
          committed an act of misconduct as described in this Section, the
          Authorized Officer may suspend the Participant's rights to exercise
          any Option pending a determination of whether an act of misconduct has
          been committed.

          Except as otherwise provided by the Administrator, if the
          Administrator or an Authorized Officer determines a Participant has
          committed an act of embezzlement, fraud, dishonesty, nonpayment of any
          obligation owed to the Company, breach of fiduciary duty or deliberate
          disregard of the Company rules resulting in loss, damage or injury to
          the Company, or if a Participant makes an unauthorized disclosure of
          any Company trade secret or confidential information, engages in any
          conduct constituting unfair competition, induces any Company customer
          to breach a contract with the Company or induces any principal for
          whom the Company acts as agent to terminate such agency relationship,
          neither the Participant nor his or her estate nor transferee shall be
          entitled to exercise any Option whatsoever. In making such
          determination, the Administrator or an Authorized Officer shall act
          fairly and shall give the Participant an opportunity to appear and
          present evidence on his or her behalf at a hearing before the
          Administrator or the Board of Directors. For any Participant who is an
          "executive officer" for purposes of Section 16 of the Securities
          Exchange Act of 1934, the determination of the Authorized Officer
          shall be subject to the approval of the Administrator.

     (d)  Termination of Employment:  Subject to Section 6(b), unless the
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          Administrator specifies otherwise, upon the termination of the
          Participant's employment, his or her rights to exercise an Option then
          held shall be only as follows:
    

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          (1)  Death. Upon the death of a Participant while in the employ of the
               -----        
               Company, all of the Participant's Options then held shall be
               exercisable by his or her estate, heir or beneficiary at any time
               during the twelve (12) months next succeeding the date of death.
               Any and all Options that are unexercised during the twelve (12)
               months next succeeding the date of death shall terminate as of
               the end of such twelve (12) month period.
   
               If a Participant should die within thirty (30) days of his or her
               termination of employment with the Company, an Option shall be
               exercisable by his or her estate, heir or beneficiary at any time
               during the twelve (12) months succeeding the date of termination,
               but only to the extent of the number of shares as to which such
               Option was exercisable as of the date of such termination. Any
               and all Options that are unexercised during the twelve (12)
               months succeeding the date of termination shall terminate as of
               the end of such twelve (12) month period. A Participant's estate
               shall mean his or her legal representative or other person who so
               acquires the right to exercise the Option.

          (2)  Total and Permanent Disablement. Upon termination as a result of
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               the Total and Permanent Disablement of any Participant, all of
               the Participant's Options then held shall be exercisable for a
               period of twelve (12) months after termination. Any and all
               Options that are unexercised during the twelve (12) months
               succeeding the date of termination shall terminate as of the end
               of such twelve (12) month period.

          (3)  Retirement. Upon Retirement of a Participant, the Participant's
               ----------  
               Options then held shall be exercisable for a period of twelve
               (12) months after Retirement. The number of shares with respect
               to which the Options shall be exercisable shall equal the total
               number of shares which were exercisable under the Participant's
               Option on the date of his or her Retirement. Any and all Options
               that are unexercised during the twelve (12) months succeeding the
               date of termination shall terminate as of the end of such twelve
               (12) month period.

          (4)  Other Reasons.  Upon the date of a termination of a Participant's
               -------------                                                   
               employment for any reason other than those stated above in
               Sections 6(d)(1), (d)(2) and (d)(3) or as described in
               Section 6(c) above, (A) any Option that is unexercisable as of
               such termination date shall remain unexercisable and shall
               terminate as of such date, and (B) any Option that is exercisable
               as of such termination date shall expire the earlier of
               (i) thirty (30) days following such date or (ii) the expiration
               date of such Option.

     (e)  Transferability of Option: Unless the Administrator specifies
          -------------------------
          otherwise, each Option shall be nontransferable by the Participant
          other than by will or the laws of
    

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         descent and distribution and shall only be exercisable by the
         Participant during his or her lifetime.

    (f)  Cancellation:  The Administrator may, at any time prior to exercise and
         ------------                                                          
         subject to consent of the Participant, cancel any Options previously
         granted and may or may not substitute in their place Options at a
         different price and different type under different terms or in
         different amounts.

    (g)  Conditions and Restrictions Upon Securities Subject to Options:  The
         --------------------------------------------------------------     
         Administrator may provide that the shares of Common Stock issued upon
         exercise of an Option shall be subject to such further conditions or
         agreements as the Administrator in its discretion may specify prior to
         the exercise of such Option, including without limitation, conditions
         on vesting or transferability, forfeiture or repurchase provisions and
         method of payment for the shares issued upon exercise (including the
         actual or constructive surrender of Common Stock already owned by the
         Participant). The Administrator may establish rules for the deferred
         delivery of Common Stock upon exercise of an Option with the deferral
         evidenced by use of "Stock Units" equal in number to the number of
         shares of Common Stock whose delivery is so deferred. A "Stock Unit" is
         a bookkeeping entry representing an amount equivalent to the fair
         market value of one share of Common Stock. Unless the Administrator
         specifies otherwise, Stock Units represent an unfunded and unsecured
         obligation of the Company. Settlement of Stock Units upon expiration of
         the deferral period shall be made in Common Stock or otherwise as
         determined by the Administrator. The amount of Common Stock, or other
         settlement medium, to be so distributed may be increased by an interest
         factor or by dividend equivalents. Until a Stock Unit is so settled,
         the number of shares of Common Stock represented by a Stock Unit shall
         be subject to adjustment pursuant to Section 8. Any Stock Units that
         are settled after the holder's death shall be distributed to the
         holder's designated beneficiary(ies) or, if none was designated, the
         holder's estate.

    (h)  Other Terms and Conditions:  Options may also contain such other
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         provisions, which shall not be inconsistent with any of the foregoing
         terms, as the Administrator shall deem appropriate. No Option, however,
         nor anything contained in the Plan shall confer upon any Participant
         any right to continue in the Company's employ or service nor limit in
         any way the Company's right to terminate his or her employment at any
         time.

7.  LOANS

    The Company may make loans, at the request of the Participant and in the
    sole discretion of the Administrator, for the purpose of enabling the
    Participant to exercise Options granted under the Plan and to pay the tax
    liability resulting from an Option exercised under the Plan. The
    Administrator shall have full authority to determine the terms and

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     conditions of such loans. Such loans may be secured by the shares received
     upon exercise of such Option.

8.   ADJUSTMENT OF AND CHANGES IN THE STOCK

     In the event that the number of shares of Common Stock of the Company shall
     be increased or decreased through reorganization, reclassification,
     combination of shares, stock splits, reverse stock splits, spin-offs, or
     the payment of a stock dividend, (other than regular, quarterly cash
     dividends) or otherwise, then each share of Common Stock of the Company
     which has been authorized for issuance under the Plan, whether such share
     is then currently subject to or may become subject to an Option under the
     Plan, may be proportionately adjusted to reflect such increase or decrease,
     unless the terms of the transaction provide otherwise.  Outstanding Options
     may also be amended as to price and other terms if necessary to reflect the
     foregoing events.

     In the event there shall be any other change in the number or kind of the
     outstanding shares of Common Stock of the Company, or any stock or other
     securities into which such Common Stock shall have been changed, or for
     which it shall have been exchanged, whether by reason of merger,
     consolidation or otherwise, then the Administrator shall, in its sole
     discretion, determine the appropriate adjustment, if any, to be effected.
     In addition, in the event of such change described in this paragraph, the
     Administrator may accelerate the time or times at which any Option may be
     exercised and may provide for cancellation of such accelerated Options
     which are not exercised within a time prescribed by the Administrator in
     its sole discretion.

     No right to purchase fractional shares shall result from any adjustment in
     Options pursuant to this Section 8.  In case of any such adjustment, the
     shares subject to the Option shall be rounded down to the nearest whole
     share.  Notice of any adjustment shall be given by the Company to each
     Participant which shall have been so adjusted and such adjustment (whether
     or not notice is given) shall be effective and binding for all purposes of
     the Plan.

9.   LISTING OR QUALIFICATION OF STOCK

     In the event that the Board of Directors or the Administrator determines in
     its discretion that the listing or qualification of the Plan shares on any
     securities exchange or quotation or trading system or under any applicable
     law or governmental regulation is necessary as a condition to the issuance
     of such shares under the Option, the Option may not be exercised in whole
     or in part unless such listing, qualification, consent or approval has been
     unconditionally obtained.

10.  WITHHOLDING

     To the extent required by applicable federal, state, local or foreign law,
     a Participant shall make arrangements satisfactory to the Company for the
     satisfaction of any withholding tax obligations that arise by reason of an
     Option exercise.  The Company shall not be

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     required to issue shares or to recognize the disposition of such shares
     until such obligations are satisfied. The Administrator may permit these
     obligations to be satisfied by having the Company withhold a portion of the
     shares of stock that otherwise would be issued to him or her upon exercise
     of the Option, or to the extent permitted, by tendering shares previously
     acquired, provided that such will not result in an accounting charge to the
     Company.

11.  ADMINISTRATION AND AMENDMENT OF THE PLAN

     The Plan shall be administered by the Administrator who shall be the
     Compensation Committee of the Board of Directors or, in the absence of a
     Compensation Committee, the Board of Directors itself.  Subject to the
     express provisions of this Plan, the Administrator shall be authorized and
     empowered to do all things necessary or desirable in connection with the
     administration of this Plan, including, without limitation:  (a) to
     prescribe, amend and rescind rules and regulations relating to this Plan
     and to define terms not otherwise defined herein; (b) to determine which
     persons are Participants (as defined in Section 3 hereof) and to which of
     such Participants, if any, an Option shall be granted hereunder and the
     timing of any such Option grants; (c) to determine the number of shares of
     Common Stock subject to an Option and the exercise or purchase price of
     such shares; (d) to establish and verify the extent of satisfaction of any
     conditions to exercisability applicable to an Option; (e) to waive
     conditions to and/or accelerate exercisability of an Option, either
     automatically upon the occurrence of specified events (including in
     connection with a change of control of the Company) or otherwise in its
     discretion; (f) to prescribe and amend the terms of Option grants made
     under this Plan (which need not be identical); (g) to determine whether,
     and the extent to which, adjustments are required pursuant to Section 8
     hereof; and (h) to interpret and construe this Plan, any rules and
     regulations under the Plan and the terms and conditions of any Option
     granted hereunder, and to make exceptions to any such provisions in good
     faith and for the benefit of the Company.

     All decisions, determinations and interpretations by the Administrator
     regarding the Plan, any rules and regulations under the Plan and the terms
     and conditions of any Option granted hereunder, shall be final and binding
     on all Participants and optionholders.  The Administrator shall consider
     such factors as it deems relevant, in its sole and absolute discretion, to
     making such decisions, determinations and interpretations including,
     without limitation, the recommendations or advice of any officer or other
     employee of the Company and such attorneys, consultants and accountants as
     it may select.

     The Administrator may, from time to time, delegate some of its
     responsibilities with respect to the administration of the Plan to such
     persons as it may designate in its sole discretion but may not delegate
     authority to grant options to a person who is not a member of the Board of
     Directors.

     The interpretation and construction of any provision of the Plan by the
     Board of Directors shall be final and conclusive.  The Board of Directors
     may periodically adopt rules and

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     regulations for carrying out the Plan, and amend the Plan as desired,
     without further action by the Company's stockholders except to the extent
     required by applicable law. Any amendment to the Plan will not affect the
     rights and obligations of the Participants and the Company arising under
     Options theretofore granted and then in effect. Notwithstanding the
     foregoing, and subject to adjustment pursuant to Section 8, the Plan may
     not be amended to increase the number of shares of Common Stock authorized
     for issuance, unless approved by the Company's stockholders.

12.  TIME OF GRANTING OPTIONS

     The effective date of such Option shall be the date on which the grant was
     made.  Within a reasonable time thereafter, the Company will deliver the
     Option to the Participant.













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